Statement in response to Costain bid (8791Z)
January 21 2011 - 5:04AM
UK Regulatory
TIDMMCHL TIDMCOST
RNS Number : 8791Z
Mouchel Group plc
21 January 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION Mouchel Group plc
("Mouchel" or "the Company")
21 January 2011
Statement in response to announcement by Costain Group plc The
Board of Mouchel notes the announcement this morning by Costain
Group plc of its revised proposal to make a recommended offer for
Mouchel. On 6 December 2010, we announced that the refinancing of
our banking facilities was proceeding to plan and that we expected
to agree new medium term facilities by the time of our Half Year
Results announcement in March 2011.
We have made significant progress since then and we expect to
finalise the new facilities shortly. The Group's key relationship
banks, Barclays Lloyds Banking Group and RBS, remain supportive. We
also announced, on 6 December 2010, that we had received approaches
which would, if made, result in an offer being made for the Company
for the purposes of the City Code on Takeovers and Mergers. Since
then, we have received further approaches. We are actively
reviewing these and other options. Our priority remains to enhance
shareholder value, and the Board strongly advises shareholders to
take no action. A further announcement will be made as appropriate.
END
Contacts:
Mouchel Group plc: +44 (0) 1483 731 731
Richard Cuthbert, Chief Executive
David Tilston, Group Finance Director
RBS Hoare Govett +44 (0) 20 7678 8000
Neil Collingridge
John MacGowan
Stephen Bowler
Finsbury +44 (0) 207 251 3801
Faeth Birch
Charles Watenphul
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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